8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2011

VONAGE HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32887	11-3547680
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

23 Main Street, Holmdel, NJ	07733
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 528-2600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

As previously announced on January 3, 2011, Marc Lefar, Chief Executive Officer of Vonage Holdings Corp. (the “Company”), will present at the 2011 Citi Entertainment, Media & Telecommunications Conference (the “Citi Conference”) on Wednesday January 5, 2011. On January 5, 2011, the Company issued a press release announcing certain preliminary unaudited operating information that will be discussed at the Citi Conference. A copy of the press release issued by the Company is furnished herewith as Exhibit 99.1 and is incorporated herein by reference to this Item 2.02.

Item 7.01 Regulation FD Disclosure.

At the Citi Conference and in certain investor meetings, Mr. Lefar will be using a slide presentation to provide an update on the Company. A copy of the slide presentation to be referenced by Mr. Lefar during the Citi Conference, which will be made available in advance of the call through the Company’s website, is furnished herewith as Exhibit 99.2.

The information in this Item 7.01 and the Exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed.

99.1 Press Release issued by Vonage Holdings Corp. on January 5, 2011.

The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed.

99.2 Presentation dated, January 5, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VONAGE HOLDINGS CORP.
Date: January 5, 2011	By:	/S/    BARRY L. ROWAN
		Barry L. Rowan
		Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.:	Description:
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed.
99.1	Press Release issued by Vonage Holdings Corp. on January 5, 2011.
The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed.
99.2	Presentation dated, January 5, 2011.

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EX-99.1

Exhibit 99.1

Vonage Chief Executive Officer to Speak at the Citi 21^st Annual Global Entertainment, Media & Telecommunications Conference

HOLMDEL, N.J., Jan 05, 2011 — As previously announced on January 3, 2011, Marc Lefar, Chief Executive Officer of Vonage Holdings Corp. (NYSE: VG) will present at the Citi 21^st Annual Global Entertainment, Media & Telecommunications Conference being held today. At the conference, Mr. Lefar will discuss the Company’s financial and operational turnaround and review Vonage’s strategy and plans for growth in 2011.

Mr. Lefar will announce the following preliminary unaudited operating and financial information for Vonage’s recently completed fourth quarter 2010:

• Net line additions will be 6,000, the first quarter of positive net line additions in more than two years

• Churn will be 2.4%, the lowest fourth quarter churn in four years

• Gross line additions will increase sequentially to 167,000

• EBITDA is expected to be in the $40 million range

These preliminary results reflect the Company’s continued progress penetrating international calling markets and building customer loyalty with its Vonage World plan, which offers unlimited calling to more than 60 countries for one flat rate.

Building upon the foundation of strong cash flow, a more efficient balance sheet resulting from the Company’s recent refinancing and a stable customer base, the Company believes it is well positioned for growth in 2011 and beyond. Mr. Lefar will provide the following expectations for 2011:

• The Company expects gross line additions to increase from 2010 and expects positive net line additions in 2011

• Churn in 2011 is expected to be stable with fourth quarter 2010 levels

• The Company expects its current initiatives will begin to meaningfully impact revenue growth during the second half of 2011

• The Company expects to continue to grow EBITDA in 2011

About Us

Vonage (NYSE: VG) is a leading provider of communications services connecting individuals and social networks through broadband devices worldwide. Our technology serves approximately 2.4 million subscribers. We provide feature-rich, affordable communication solutions that offer flexibility, portability and ease-of-use.

Our Vonage World plan offers unlimited calling to more than 60 countries with popular features like call waiting, call forwarding and voicemail — for one low, flat monthly rate.

Vonage’s service is sold on the web and through regional and national retailers including Wal-Mart Stores Inc. and is available to customers in the U.S., Canada and the United Kingdom. For more information about Vonage’s products and services, please visit http://www.vonage.com.

Vonage Holdings Corp. is headquartered in Holmdel, New Jersey. Vonage^® is a registered trademark of Vonage Marketing Inc., a subsidiary of Vonage Holdings Corp.

Safe Harbor Statement

This press release contains forward-looking statements regarding the Company’s preliminary operating results and expectations for the fourth quarter of 2010 and full-year 2011. In addition, other statements in this press release that are not historical facts or information may be forward-looking statements. The forward-looking statements in this release are based on information available at the time the statements are made and/or management’s belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause such differences include but are not limited to: the competition the Company faces; the Company’s ability to adapt to rapid changes in the market for voice and messaging services and successfully introduce new products and services; the Company’s ability to control customer churn and attract new customers; worsening economic conditions; system disruptions or flaws in the Company’s technology; results of pending or future litigation or intellectual property matters involving the Company; results of regulatory inquiries into the Company’s business practices; the Company’s dependence on third party facilities, equipment and services; the Company’s dependence upon key personnel; any failure to meet New York Stock Exchange listing requirements; the Company’s history of net operating losses; restrictions in the Company’s debt agreements that may limit its operating flexibility; the Company’s ability to obtain additional financing if needed; differences between the Company’s service and traditional phone services, including 911 service; the Company’s dependence on customers’ existing broadband connections; uncertainties relating to regulation of VoIP services; the Company’s ability to negotiate favorable rates with service providers and increases in termination charges that may be approved by regulators in various countries; and other factors that are set forth in the “Risk Factors” section and other sections of Vonage’s Annual Report on Form 10-K for the year ended December 31, 2009, as well as in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. While the Company may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, and therefore, you should not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to today.

CONTACT: Arpie McQueen, +1-732-218-6075, amcqueen@vonage.com

EX-99.2

Citi’s

21st

Annual Global Entertainment, Media

and Telecommunications Conference

January 5, 2011

Exhibit 99.2

2

Safe Harbor

Various remarks that we make about Vonage Holdings Corp. future expectations, plans and prospects, including future

products and marketing and growth strategy, revenue, churn,  cost of telephony services, marketing expenses, EBITDA and

capital expenditures, constitute forward-looking statements for purposes of the safe harbor provisions under The Private

Securities Litigation Reform Act of 1995.  These forward-looking statements are based on information available at the time

the statements are made and/or management's belief as of that time with respect to future events and involve risks and

uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause

such differences include:  the competition the Company faces; the Company's ability to adapt to rapid changes in the

market for voice and messaging services and successfully introduce new products and services; the Company's ability to

control customer churn and attract new customers; worsening economic conditions; restrictions in the Company's debt

agreements that may limit its operating flexibility; system disruptions or flaws in the Company's technology; results of

pending or future litigation or intellectual property matters involving the Company; results of regulatory inquiries into the

Company's business practices; the Company's dependence on third party facilities, equipment and services; the Company's

dependence upon key personnel; any failure to meet New York Stock Exchange listing requirements; the Company's history

of net operating losses; the Company's ability to obtain additional financing if needed; differences between the Company's

service and traditional phone services, including 911 service; the Company's dependence on customers' existing broadband

connections; uncertainties relating to regulation of VoIP services; the Company's ability to negotiate favorable rates with

service providers and increases in termination charges that may be approved by regulators in various countries; and other

factors that are set forth in the "Risk Factors" section and other sections of Vonage's Annual Report on Form 10-K for the

year ended December 31, 2009, as well as in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form

8-K.  While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any

obligation to do so, and therefore, you should not rely on these forward-looking statements as representing our views as of

any date subsequent to today. 

This presentation contains non-GAAP financial measures (including adjusted earnings before interest, taxes, depreciation

and amortization (“EBITDA”), pre-marketing operating income, and net income (loss) excluding adjustments), as defined in

Regulation G adopted by the SEC. We provide a reconciliation of these non-GAAP financial measures to the most directly

comparable financial measure in our quarterly earnings releases, which can be found on the Vonage Investor Relations

website at http://ir.vonage.com.

Caution Concerning Forward-Looking Statements

Non-GAAP Financial Measures

A stronger company

Dramatic operational and financial turnaround

•

$200 million positive swing in EBITDA

1

since 2007

•

Stabilized customer base

•

Reduced churn to lowest 4th quarter level in four years

•

Successfully penetrating international calling segments

Recent refinancing results in highly efficient capital structure

3

Successful Operational and Financial Turnaround

1) This is a non-GAAP financial measure.

4

Vision and Strategy

To be a leading provider of low cost communications services

connecting individuals and social networks through any

broadband device worldwide

Strategy

Market Focus

International long distance

Mobile services

International expansion

Cost Reductions to Fund Growth

Online sales and support

Cost of Telephony Services

Vision

Outlook

Build on foundation of successful operational and

financial turnaround to deliver growth in 2011

Strong fourth quarter results

•

Positive net line additions for the first time in more

than two years

•

Churn of 2.4%; lowest 4

th

quarter in four years

•

Expect EBITDA in the $40 million range

Continued improvements expected in 2011

•

Positive net lines

•

Increasing EBITDA from 2010

•

Initiatives expected to begin to meaningfully impact

revenue growth during the second half of 2011

5

6

Non-GAAP Reconciliation

VONAGE HOLDINGS CORP.

RECONCILIATION OF GAAP INCOME (LOSS) FROM OPERATIONS TO

ADJUSTED EBITDA EXCLUDING CERTAIN CHARGES

(Dollars in thousands)

(unaudited)

For the Year-to-Date Periods Ending

Dec 31,

Dec 31,

Dec 31,

Dec 31,

Dec 31,

2005

2006

2007

2008

2009

Reconciliation of Income (Loss) from Operations to

Adjusted EBITDA Excluding Certain Charges:

Income (loss) from operations.......................................................................................

(264,537)

$  

(340,488)

$  

(261,780)

$  

(6,439)

$      

57,202

$     

Depreciation and amortization....................................................................................

11,122

23,677

35,718

48,612

53,391

Non-cash stock compensation.....................................................................................

15

26,980

7,542

12,238

8,473

Royalty........................................................................................................................

-

51,345

32,606

-

-

IP Litigation................................................................................................................

-

-

134,300

-

-

Severance....................................................................................................................

-

-

5,242

-

-

Adjusted EBITDA excluding certain charges...............................................................

(253,400)

$  

(238,486)

$  

(46,372)

$    

54,411

$     

119,066

$